UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
COMPUTER SCIENCES CORPORATION
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
205363104
(CUSIP Number)
DECEMBER 3, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
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CUSIP No. 205363104 Page 2 of 9 pages
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1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
DST Systems, Inc. 43-1581814
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds Not
applicable
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Delaware
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Number of 7 Sole Voting Power 0
Shares ----------- -------------------------------------------------
Beneficially 8 Shared Voting Power 0
Owned by ----------- --------------------------------------------------
Each 9 Sole Dispositive Power 0
Reporting ----------- --------------------------------------------------
Person With 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,632,343
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11) 4.03%
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14 Type of Reporting Person CO
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CUSIP No. 205363104 Page 3 of 9 pages
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1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
West Side Investments, Inc. 88-0385546
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds Not
applicable
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Nevada
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Number of 7 Sole Voting Power 7,632,343
Shares ----------- -------------------------------------------------
Beneficially 8 Shared Voting Power 0
Owned by ----------- --------------------------------------------------
Each 9 Sole Dispositive Power 7,632,343
Reporting ----------- --------------------------------------------------
Person With 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,632,343
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11) 4.03%
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14 Type of Reporting Person CO
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CUSIP No. 205363104 Page 4 of 9 pages
This Amendment No. 1 (this "Amendment") amends the Schedule 13D filed by
DST Systems, Inc. ("DST") on August 12, 1996 (the "Schedule 13D"), and is being
filed on behalf of DST and West Side Investments, Inc., a wholly owned
subsidiary of DST ("West Side" and together with DST, the "Reporting Persons").
This Amendment relates to the common stock of Computer Sciences Corporation , a
Nevada corporation ("Issuer" or "CSC"). This Amendment is being filed to report
the sale of covered call options pursuant to Item 6 and to report a decrease
below 5% of the beneficial ownership of such common stock by the Reporting
Persons. The Reporting Persons' ownership of such common stock fell below 5% as
a result of issuances of additional shares of common stock by the Issuer, and
not as a result of any transactions by the Reporting Persons.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Schedule 13D relates is the
CSC common stock, $1.00 par value per share ("CSC Common Stock"), of Issuer. The
principal executive offices of Issuer are located at 2100 East Grand Avenue, El
Segundo, California 90245.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment is being filed on behalf of DST and West Side. DST is
organized as a Delaware corporation. The principal executive office of DST is
333 West 11th Street, Kansas City, Missouri 64105. West Side is organized as a
Nevada corporation. The principal executive office of West Side is 6100 Elton,
Suite 1000, Las Vegas, Nevada 89107.
DST provides sophisticated information processing and computer software
services and products to the financial services industry (primarily mutual
funds, corporations and investment managers), video/broadband/satellite TV
industry, communications industry and other service industries.
West Side, a wholly owned subsidiary of DST, holds investments in equity
securities and certain financial interests included as part of DST's Investments
and Other segment.
None of DST, West Side and their respective executive officers and
directors hereinafter listed has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Each of the executive officers and directors whose names and business
addresses appear below is a U.S. citizen and is principally employed by DST or
its affiliates (including West Side) in the capacities shown, except as
indicated otherwise. The business address of such officers and directors of DST
is 333 West 11th Street, Kansas City, Missouri 64105. The business address of
such officers and directors of West Side is 6100 Elton, Suite 1000, Las Vegas,
Nevada 89107.
CUSIP No. 205363104 Page 5 of 9 pages
DST EXECUTIVE OFFICERS
Name Office
---- ------
Thomas A. McDonnell President and Chief Executive Officer
Thomas A. McCullough Executive Vice President and Chief Operating Officer
Donald J. Kenney President and Chief Executive Officer of EquiServe, Inc.
J. Michael Winn Managing Director of DST International Limited, United
Kingdom - Not a U.S. citizen
Peter J. Nault President of DST Innovis, Inc.
Jonathan J. Boehm Group Vice President
Kenneth V. Hager Vice President and Chief Financial Officer
Robert L. Tritt Group Vice President
Randall D. Young Vice President, General Counsel and Secretary
Steven J. Towle President and Chief Executive Officer of DST Output, LLC
DST DIRECTORS
Name Office
---- ------
Thomas A. McDonnell President and Chief Executive Officer
Thomas A. McCullough Executive Vice President and Chief Operating Officer
A. Edward Allinson Retired
Michael G. Fitt Retired
William C. Nelson Chairman of the Board of George K. Baum Asset Management
M. Jeannine Strandjord Senior Vice President - Chief Integration Officer of Sprint
Corporation
Travis E. Reed President of Reed Investment Corporation
WEST SIDE EXECUTIVE OFFICERS
Name Office
---- ------
Gerard M. Lavin President of West Side; Vice Presdient of DST
Kenneth V. Hager Treasurer and Secretary of West Side; Vice President and Chief
Financial Officer of DST
Gregg Wm. Givens Assistant Treasurer of West Side; Vice President and Chief
Accounting Officer of DST
Kenneth A. Woloson Assistant Secretary of West Side; Partner at law firm of Haney,
Woloson & Mullins
WEST SIDE DIRECTORS
Name Office
---- ------
Gerard M. Lavin President of West Side; Vice President of DST
Kenneth V. Hager Vice President and Chief Financial Officer of DST;
Treasurer and Secretary of West Side
A. Somer Hollingsworth President and Chief Executive Officer of Nevada Development
Authority
Robert H. Perkins Manager and Chief Executive Officer of Perkins, Wolf,
McDonnell and Company, LLC, a registered investment adviser
John Beuchat Retired President of Outwest Meat Company
CUSIP No. 205363104 Page 6 of 9 pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
DST acquired CSC Common Stock as a result of a merger between The Continuum
Company, Inc. and a wholly-owned subsidiary of Issuer (the "Merger"). The Merger
is described in the proxy statement/prospectus contained in the Form S-4, as
amended, filed by Issuer as of June 10, 1996, and in the Form 8-K filed by
Issuer as of August 1, 1996.
DST transferred its CSC Common Stock to West Side as a capital contribution
to West Side.
ITEM 4. PURPOSE OF TRANSACTION
West Side holds CSC Common Stock for investment purposes, but it reserves
the right to exercise any and all rights and privileges as a stockholder of
Issuer in a manner consistent with its best interests, to purchase or sell CSC
Common Stock or other securities of Issuer, and to communicate with management,
stockholders of Issuer or others and/or to participate, alone or with others, in
various plans, proposals or transactions respecting Issuer or its securities.
Except as set forth above, and in the Schedule 13D, the Reporting Persons
do not have any present plans or proposals that relate to or would result in any
of the actions required to be described in paragraphs (a) through (j) of Item 4
of Schedule 13D. Each of the Reporting Persons may, at any time, review or
reconsider its position with respect to the Issuer and formulate plans or
proposals with respect to any of such matters, but has no present intention of
doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Amendment, West Side beneficially owns 7,632,343
shares of CSC Common Stock. West Side has sole voting and dispositive power over
such holdings. These shares represent 4.03% of the 189,260,915 shares of CSC
Common Stock outstanding at October 22, 2004 as reported in the Issuer's
quarterly report on Form 10-Q for the fiscal quarter ended October 1, 2004. DST
may be deemed to beneficially own these securities because West Side is a wholly
owned subsidiary of DST. DST appoints the board of directors of West Side. The
officers of West Side vote and make decisions with respect to disposition of
such shares of CSC Common Stock, subject to oversight of the board. Thomas A.
McDonnell, the President, Chief Executive Officer and a director of DST, owns
24,016 shares of CSC Common Stock. Kenneth V. Hager, the Vice President and
Chief Financial Officer of DST and the Treasurer, Secretary and a director of
West Side, owns 1,000 shares of CSC Common Stock.
(b) West Side has the sole voting and dispositive power over the 7,632,343
shares of CSC Common Stock held by West Side. Although DST may be deemed to
beneficially own these shares, DST does not have either sole or shared voting or
dispositive power over such shares. DST, as sole shareholder, elects the board
of directors of West Side. Messrs. McDonnell and Hager have the sole voting and
dispositive power over their respective beneficially owned shares of CSC Common
Stock.
(c) The following table sets forth certain information with respect to
transactions by West Side in the CSC Common Stock during the past sixty days.
CUSIP No. 205363104 Page 7 of 9 pages
Date Transaction Shares Price Per Share
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11/16/04 SELL 5,100 $54.7500
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11/17/04 SELL 100,000 $54.6000
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11/22/04 SELL 200,000 $52.8620
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11/23/04 SELL 194,900 $52.9930
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11/29/04 SELL 125,000 $53.0980
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11/30/04 SELL 375,000 $53.7200
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12/3/04 COVERED CALL (1) 62,000 $ 2.500
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12/3/04 COVERED CALL (1) 38,000 $ 2.550
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12/3/04 COVERED CALL (2) 100,000 $ 4.700
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(1) Call at $60.00 per share expiring 6/18/2005; price per share shown in table
is sale price of call per share covered.
(2) Call at $60.00 per share expiring 1/21/2006; price per share shown in table
is sale price of call per share covered.
None of the above transactions, either individually or in the aggregate,
amounted to a disposition of 1% or greater.
Except as set forth above, during the last sixty days there were no
transactions in the CSC Common Stock effected by the Reporting Persons, nor, to
the best of their knowledge, any of their directors or executive officers.
(d) Except as set forth in this Item 5, no person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of CSC Common Stock beneficially owned by
the Reporting Persons.
(e) The Reporting Persons ceased being the beneficial owners of more than
5% of the Issuer in 2002 as a result of issuances of additional shares of CSC
Common Stock by the Issuer, and not as a result of any transactions by the
Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Persons have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto.
West Side sold covered call options on a total of 200,000 shares of CSC
Common Stock on the Chicago Board Options Exchange on December 3, 2004 in the
amounts and prices as indicated in the table set forth in Item 5(c) above.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of the Issuer.
CUSIP No. 205363104 Page 8 of 9 pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement, dated as of December 17, 2004, by and between
the Reporting Persons.
CUSIP No. 205363104 Page 9 of 9 pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 17, 2004
DST SYSTEMS, INC.
By: /s/ Randall D. Young
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Name: Randall D. Young
Title: Vice President and General Counsel
WEST SIDE INVESTMENTS, INC.
By: /s/ Kenneth V. Hager
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Name: Kenneth V. Hager
Title: Treasurer and Secretary